"We are delighted with the strong recovery in trading that the business has delivered in the first half of the year. These results should be taken as a clear sign of the adaptability and resilience of our business model, especially when viewed against the ongoing difficult trading conditions within the UK general merchandise market. The performance has been driven by consistent growth across each of our four strategic channels, and we are particularly pleased with the way in which our international and online businesses are developing.

Looking ahead, market conditions in the UK are likely to remain challenging for the foreseeable future. However, current trading is comfortably in line with expectations and we remain confident that a relentless focus on our tried and tested strategy will continue to deliver sustainable growth."

For more information, please contact:

Ultimate Products +44 (0) 161 627 1400

Simon Showman, CEO

Andrew Gossage, Managing Director

Graham Screawn, Chief Financial Officer

​

Shore Capital +44 (0) 20 7408 4090

Mark Percy

Edward Mansfield

Powerscourt +44 (0) 207 250 1446

Rob Greening

Sam Austrums

Notes to Editors

Ultimate Products is an owner, manager, designer and developer of a series of well-known brands focused on the home, selling to over 300 retailers across 36 countries. It has six product categories: Audio; Heating and Cooling; Housewares; Laundry; Luggage; and Small Domestic Appliances. Its brands include Beldray (laundry, floor care, heating and cooling), Intempo (audio), Salter (kitchenware), Constellation (luggage), and Progress (cookware and bakeware).

The Group's products are sold to a broad cross-section of both large national and international multi-channel retailers as well as smaller national retail chains, incorporating discount retailers, supermarkets, general retailers and online retailers. Its best-selling products include frying pans, mugs and speakers, selling approximately one million of each every year.

Founded in 1997, Ultimate Products is headquartered in Oldham, Greater Manchester, where it has design, sales, marketing, buying, quality assurance, support functions and warehouse facilities across two sites. Manor Mill, the Group's head office, includes a spectacular 20,000 sq ft showroom that showcases each of its brands. In addition, the Group has an office and showroom in Guangzhou, China and in Cologne, Germany.

Ultimate Products' graduate development scheme was launched in 2012 and in 2018 it welcomed its one-hundredth graduate. In total, Ultimate Products now employs over 270 staff. For further information, please visit www.upgs.com

INTERIM STATEMENT

STRATEGY

Ultimate Products' strategy is to develop its portfolio of brands for mass-market, value-led, consumer goods for the home focused on the following channels:

1. UK and European discounters;

2. UK supermarkets;

3. Online platforms; and

4. International retailers.

This tried and tested approach has delivered a strong performance in the first half of the financial year despite a challenging market for general merchandise in the UK, the Group's main market, and the Board remains confident that this strategy will continue to deliver sustainable growth.

TRADING

Revenue for the six months ended 31 January 2019 ("H1 FY19") increased by 36.0% (£17.4 million) to £65.8 million (H1 2018: £48.4 million). This growth benefited from the below one-off factors, resulting in normalised revenue growth in the period of 20.8%:

· As reported previously, revenue in H1 FY18 was reduced by approximately £4.5 million as a result of the one-off timing impact of a key European customer moving from Free on Board to Landed delivery arrangements; and

· The earlier timing of Chinese New Year in 2019, which pulled forward approximately £1.9 million of revenue from H2 FY19 into H1 FY19.

UK and European Discounters

Sales to discounters grew by £8.4 million or 34.6%. This was characterised by strong growth internationally, predominantly in mainland Europe, offset by a modest decline in the UK. However, the order book for UK discounters is improving and we expect to see a return to growth for H2 FY19. As highlighted above, part of the international growth was the result of a one-off timing impact which reduced revenue by £4.5 million in H1 FY18.

UK supermarkets

Our brands continue to resonate well with the big four UK supermarket shopper and, as a result, revenue from those supermarkets experienced robust growth, increasing by £1.8 million or 32.1%.

Online platforms

The online segment showed continued and substantial growth, with revenue up £2.8 million or 85.2% in H1 FY19. However, this growth rate is expected to moderate in H2 FY19 against stronger prior year comparatives. Online accounted for 9.3% of overall revenue (H1 FY18: 6.8%) against a long-term target of 20%+.

International retailers

Our international business generated revenue growth of £16.6 million or 173.0% compared to H1 2018. International sales now represent 39.8% of total revenue (H1 FY18: 19.8%). While we are seeing growth across a number of international territories, Germany is the largest single contributor reflecting the investment in our office and showroom in Cologne. During H2 FY19 we have recruited several senior sales personnel to help drive future revenue growth. The Board continues to see the Group's international business as providing both a substantial growth opportunity and geographical diversification.

Despite a highly competitive market and price deflation for general merchandise, gross margin was maintained at 22.4% (H1 FY18: 22.4%) as a result of changes in customer mix and as the business continues to adapt to a weaker Sterling.

Administrative expenses before share-based payment charges ("Overheads") were £1.8 million higher than last year. This reflected increased activity and investment in the international business, although mix also played a part with a more varied customer base and higher online sales coming with its increased cost to serve. In the UK, we are also experiencing increased salary inflation as a result of high employment, increased demand for graduates, lower availability of EU staff and above inflation increases in the National Living Wage.

To offset these overhead increases, the business continues to invest in its systems and its colleagues and has seen significant productivity improvements as a result. Because of these initiatives, Overheads for the period were down as a percentage of revenue at 12.9% (H1 FY18: 13.7%), and the underlying EBITDA margin* increased from 9.2% last year to 10.0% for H1 FY19.

As a result of the increased revenue and higher operating margin, underlying EBITDA1 for the period increased by 48.4% to £6.6 million (H1 FY18: £4.5 million), and underlying profit before taxation1 increased 47.3% to £5.9 million (H1 FY18: £4.0 million).

BALANCE SHEET

Shareholders' equity increased to £10.5 million at 31 January 2019, up from £6.8 million at 31 January 2018, an increase of £3.7 million. The main movements in shareholders' equity were:

1. An increase in retained earnings of £3.6 million;

2. A movement in the hedging reserve of £0.8 million; offset by

3. The creation of a treasury reserve of £0.9 million, relating to the purchase of the Group's shares by the UP Global Sourcing Employee Benefit Trust ("UPGS EBT") during the period.

Net working capital at 31 January 2019 was £23.3 million, up from £12.3 million at 31 January 2018 - an increase of £11.0 million or 88.9%. This was caused by the strong trading performance during H1 FY19 (particularly towards the end of the period) which led to higher trade receivables, and by higher inventories needed to service the stronger order book for H2 FY19 and the major European customer's switch from FOB to Landed delivery.

Net cash from operations for the period was £1.7 million, a reduction of £0.9 million or 34.2% (H1 FY18: £2.6 million) as a result of the additional working capital offset by the higher EBITDA.

Net debt at 31 January 2019 was £14.0 million, up from £6.7 million at 31 January 2018, an increase of £7.3 million or 107.7% primarily as a result of the additional working capital of £11.0 million offset by retained earnings for the 12 month period of £3.6 million.

The net debt/underlying EBITDA ratio at 31 January 2019 was 1.6x (31 July 2018: 2.0x; 31 January 2018: 0.9x) based on underlying EBITDA for the 12 months to 31 January 2019. The Group maintains comfortable headroom within its bank facilities, with headroom of £10.5 million at 31 January 2019 (31 July 2018: £9.1 million; 31 January 2018: £8.0 million) and is operating well within its banking covenants.

BREXIT

The Board continues to assess the implications of a 'no deal' Brexit and the potential impact on volumes and margins if it led to a material devaluation in Sterling. However, over the longer term, the Board is confident in the adaptability and resilience of the Group's business model, as evidenced by the strong recovery in trading in H1 FY19 despite the background of a challenging UK consumer and retail market.

EMPLOYEE SHARE PARTICIPATION

The Group launched a Save As You Earn share option scheme ("SAYE Scheme") in the period for all UK staff with more than 12 months of service. The participation rate was high, with 95 out of 138 eligible staff (68.8%) opting to join the scheme with an average savings rate of £142 per month. As a result, a grant of options over 1,268,914 ordinary shares was made equating to 1.54% of the current issued share capital of the Group.

Also on 11 March, a grant of options over 1,120,000 ordinary shares was made under the Group's Performance Share Plan ("PSP") equating to 1.36% of the current issued share capital of the Group. These options were granted to 21 key managers across the business. Simon Showman, Chief Executive, and Andrew Gossage, Managing Director, did not participate in the PSP as they are already substantial shareholders in the Group.

It is intended that any future exercise of the above options will be fully satisfied through the 2,526,807 ordinary shares currently held in trust by the UPGS EBT with no dilution to existing shareholders.

The above share option awards represent a significant step-up in equity participation by managers and employees at all levels of the business, with the goal of achieving increased incentivisation and retention of key talent.

DIVIDEND

In line with the Group's dividend policy of 50% of adjusted profits after tax, the Board has declared an interim dividend of 1.16p per share, up from 0.83p last year, an increase of 39.8%. The interim dividend is payable on 26 July 2019 to shareholders on the register on 5 July 2019 with an ex-dividend date of 4 July 2019.

CURRENT TRADING AND OUTLOOK

The market conditions for general merchandise remain challenging in the UK and Ultimate Products, like many others, is faced with an uncertain environment for consumers, retailers and suppliers. Despite these challenges, the Group has delivered strong growth and a good set of results for H1 FY19 through a relentless focus on its tried and tested strategy.

The Group is well invested, retains a strong balance sheet and maintains comfortable levels of funding headroom within its bank facilities.

Current trading is comfortably in line with expectations and, while the conditions in the UK look set to remain challenging for the foreseeable future, the Board remains confident about the Group's future prospects.

Note:

1 Calculated after adding back share-based payment charges as referred to in note 10.

Consolidated Condensed Income Statement

Note

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited
6 months ended
31 Jan 2018

£'000

Audited

Year

ended

31 Jul

2018

£'000

Revenue

7

65,823

48,408

87,571

Cost of sales

(51,064)

(37,543)

(67,979)

Gross profit

14,759

10,865

19,592

Administration expenses before share-based payment charges

(8,467)

(6,647)

(13,647)

Profit from operations before share-based payment charges

6,292

4,218

5,945

Share-based payment charges

9

(96)

(96)

(192)

Administration expenses

(8,563)

(6,743)

(13,839)

Profit from operations

Finance income

Finance costs

10

6,196

-

(344)

4,122

-
(180)

5,753

53
(383)

Profit before taxation

11

5,852

3,942

5,423

Income tax

12

(1,201)

(818)

(1,141)

Profit for the period

4,651

3,124

4,282

Pence

Pence

Pence

Earnings per share - basic

13

5.7

3.8

5.2

Earnings per share - diluted

13

5.7

3.8

5.2

Ex-div date: 4 July 2019

Record date: 5 July 2019

Consolidated Condensed Statement of Comprehensive Income

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited
6 months ended
31 Jan 2018

£'000

Audited

Year

ended

31 Jul

2018

£'000

Profit for the period

4,651

3,124

4,282

Other comprehensive (expense)/income

Items that may be subsequently reclassified to income statement:

Fair value movements on cash flow hedging instruments

Hedging instruments recycled through the income statement at the end of hedging relationships

Foreign currency retranslation

(35)

(563)

-

(505)

121

(7)

846

193

(4)

Other comprehensive (expense)/ income for the period

(598)

(391)

1,035

Total comprehensive income for period attributable to the equity holders of the company

4,053

2,733

5,317

Consolidated Condensed Statement of Financial Position

Note

Unaudited
As at
31 Jan 2019

£'000

Unaudited
As at
31 Jan 2018

£'000

Audited

As at

31 Jul 2018

£'000

Assets

Intangible assets

Property, plant and equipment

15

103

1,909

-

1,890

100

2,018

Deferred tax

101

144

107

Total non-current assets

2,113

2,034

2,225

Inventories

18,410

11,796

16,466

Trade and other receivables

16

19,697

11,528

14,791

Derivative financial instruments

19

361

29

985

Current tax

-

17

-

Cash and cash equivalents

157

122

95

Total current assets

38,625

23,492

32,337

Total assets

40,738

25,526

34,562

Liabilities

Trade and other payables

Derivative financial instruments

Current tax

Borrowings

17

19

18

(14,960)

(6)

(1,164)

(12,269)

(11,156)

(589)

(242)

(4,132)

(12,531)

-

(427)

(10,992)

Total current liabilities

(28,399)

(16,119)

(23,950)

Net current assets

10,226

7,373

8,387

Borrowings

18

(1,847)

(2,657)

(1,864)

Total non-current liabilities

(1,847)

(2,657)

(1,864)

Total liabilities

(30,246)

(18,776)

(25,814)

Net assets

10,492

6,750

8,748

Equity

Share capital

Share premium

Treasury reserve

Share-based payment reserve

Hedging reserve

Retained earnings

205

2

(897)

368

248

10,566

205
2

-

176

(577)

6,944

205

2

-

272

846

7,423

Equity attributable to owners of the company

10,492

6,750

8,748

Consolidated Condensed Statement of Changes in Equity

Share capital

£'000

Share premium

£'000

Treasury reserve

£'000

Share-based payment reserve £'000

Hedging reserve

£'000

Retained earnings

£'000

Total

equity

£'000

As at 1 August 2018

205

2

-

272

846

7,423

8,748

Profit for the period

-

-

-

-

-

4,651

4,651

Cash flow hedging movement

-

-

-

-

(598)

-

(598)

Total comprehensive income for the period

-

-

-

-

(598)

4,651

4,053

Transactions with shareholders:

Dividends payable

-

-

-

-

-

(1,508)

(1,508)

Share-based payments

-

-

-

96

-

-

96

Purchase of own shares

-

-

(897)

-

-

-

(897)

As at 31 January 2019

205

2

(897)

368

248

10,566

10,492

Share capital

£'000

Share premium

£'000

Treasury reserve

£'000

Share-based payment reserve £'000

Hedging reserve

£'000

Retained earnings

£'000

Total

equity

£'000

As at 1 August 2017

205

2

-

-

(193)

6,779

6,793

Profit for the period

-

-

-

-

-

3,124

3,124

Foreign currency translation

-

-

-

-

-

(7)

(7)

Cash flow hedging movement

-

-

-

-

(384)

-

(384)

Total comprehensive income for the period

-

-

-

-

(384)

3,117

2,733

Transactions with shareholders:

Dividends payable

-

-

-

-

-

(2,872)

(2,872)

Transfer

-

-

-

80

-

(80)

-

Share-based payments

-

-

-

96

-

-

96

As at 31 January 2018

205

2

-

176

(577)

6,944

6,750

Share capital

£'000

Share premium

£'000

Treasury reserve

£'000

Share-based payment reserve £'000

Hedging reserve

£'000

Retained earnings

£'000

Total

equity

£'000

As at 1 August 2017

205

2

-

-

(193)

6,779

6,793

Profit for the period

-

-

-

-

-

4,282

4,282

Foreign currency translation

-

-

-

-

-

(4)

(4)

Cash flow hedging movement

-

-

-

-

1,039

-

1,039

Total comprehensive income for the period

-

-

-

-

1,039

4,278

5,317

Transactions with shareholders:

Dividends payable

-

-

-

-

-

(3,554)

(3,554)

Transfer

-

-

-

80

-

(80)

-

Share-based payments

-

-

-

192

-

-

192

As at 31 July 2018

205

2

-

272

846

7,423

8,748

Consolidated Condensed Cash Flow Statement

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited
6 months ended
31 Jan 2018

£'000

Audited

Year

ended

31 Jul

2018

£'000

Net cash flow from operating activities

Profit for the period

Adjustments for:

4,651

3,124

4,282

Finance income

-

-

(53)

Finance costs

344

180

383

Income tax expense

Depreciation and impairment

Amortisation

Derivative financial instruments

Share-based payments

Income taxes paid

Working capital adjustments(Increase) in inventories

(Increase)/ decrease in trade and other receivables

Increase/ (decrease) in trade and other payables

1,201

311

6

27

96

(458)

(1,944)

(4,906)

2,415

818

237

-

(3)

96

(95)

(732)

200

(1,176)

1,141

525

2

(99)

192

(178)

(5,402)

(3,063)

215

Net cash from/ (used in) operations

1,743

2,649

(2,055)

Cash flows used in investing activities

Purchase of intangible assets

Purchase of property, plant and equipment

Finance income

(9)

(202)

-

-

(412)

-

(102)

(829)

53

Net cash used in investing activities

(211)

(412)

(878)

Cash flows (used in)/ from financing activities

Purchase of own shares

Proceeds from borrowings

Repayment of borrowings

Debt issue costs paid

Dividends paid

Interest paid

(897)

1,226

-

-

(1,508)

(291)

-

811

-

-

(2,872)

(139)

-

9,052

(2,175)

(31)

(3,554)

(355)

Net cash used in finance activities

(1,470)

(2,200)

2,937

Net increase in cash and cash equivalents

Cash and cash equivalents brought forward

Exchange losses on cash and cash equivalents

62

95

-

37
91
(6)

4

91

-

Cash and cash equivalents carried forward

157

122

95

Notes to the Interim Results

1. General information

UP Global Sourcing Holdings plc ("the Company") and its subsidiaries (together "the Group") is a supplier of branded, value for money household products to global markets.

The Company is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The address of its registered office is UP Global Sourcing Holdings plc, Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD.

This consolidated condensed interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 July 2018 were approved by the Board of Directors on 5 November 2018 and delivered to the Registrar of Companies. The comparative figures for the financial year ended 31 July 2018 are an extract of the Company's statutory accounts for that year. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 (2) or (3) of the Companies Act 2006.

This consolidated condensed interim financial information is unaudited but has been reviewed by the Company's Auditor.

2. Basis of preparation

This consolidated condensed interim financial information for the six months ended 31 January 2019 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority (previously the Financial Services Authority) and with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. The consolidated condensed interim financial information should be read in conjunction with the audited financial statements for the year ended 31 July 2018, which have been prepared in accordance with IFRSs as adopted by the European Union.

Going concern basis

The Group meets its day-to-day working capital requirements through its bank facilities. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group's forecasts and projections, taking account of reasonable sensitivities, show that the Group should be able to operate within available facilities. The Group therefore continues to adopt the going concern basis in preparing its consolidated condensed interim financial statements.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 July 2018, except for the following:

IFRS 9, Financial Instruments

IFRS 9 was effective for accounting periods beginning on or after 1 January 2018. The adoption of this standard has not had any material impact on the financial statements.

IFRS 15, Revenue from Contracts with Customers

IFRS 15 was effective for accounting periods beginning on or after 1 January 2018. The adoption of this standard has not had a material impact on the Group's income statement but does require the disclosure of the disaggregation of revenue in both the year-end and interim financial statements.

Treasury shares

Consideration paid for the purchase of treasury shares is recognised directly in equity. The cost of treasury shares held is presented as a separate reserve ("the treasury reserve"). Any excess of the consideration received on the sale of treasury share over the weighted average cost of the shares sold is credited to retained earnings.

4. Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of operating segments.

The Directors consider that there are no identifiable business segments that are subject to risks and returns different to the core business. The information reported to the Directors, for the purposes of resource allocation and assessment of performance, is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment under IFRS 8.

The results and assets for this segment can be determined by reference to the statement of comprehensive income and statement of financial position.

5. Principal risks and uncertainties

The Directorsconsider that the principal risks and uncertainties, which could have a material impact on the Group's performance in the remaining 6 months of the financial year, remain substantially the same as those stated on pages 19-23 of the Group's Annual Report for the year ended 31 July 2018, which is available on the Group's website, www.upgs.com.

The condensed interim financial statements should be read in conjunction with the Group's Annual Report for the year ended 31 July 2018, as they do not include all financial risk management information and disclosures contained within the Annual Report. There have been no changes in the risk management policies since the year end.

7. Revenue

The Group has disaggregated revenue into various categories in the following tables which are intended to depict the nature of the Group's revenue.

Geographical split by location:

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul

2018

£'000

United Kingdom

Germany

Rest of Europe

USA

Rest of the world

39,621

6,634

18,141

576

851

38,810

1,036

7,432

377

753

63,535

3,550

18,546

818

1,122

Total

65,823

48,408

87,571

International sales

Percentage of total

26,202

39.8%

9,598

19.8%

24,036

27.4%

Analysis of Revenue by Brand:

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul

2018

£'000

Beldray

Salter

Intempo

Russell Hobbs

Progress

15,193

12,934

5,356

5,141

2,852

11,541

8,018

6,395

4,079

2,079

21,459

13,849

8,457

6,914

3,210

Premier brands

41,476

32,112

53,889

Other key brands

12,495

5,240

12,554

Key brands total

53,971

37,352

66,443

Other brands and own label

11,852

11,056

21,128

Total

65,823

48,408

87,571

Analysis of Revenue by Major Products:

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul

2018

£'000

Small domestic appliances

Housewares

Audio

Laundry

Heating and cooling

Luggage

Others

18,921

15,218

14,701

5,080

3,894

2,616

5,393

11,392

11,881

8,383

5,683

2,660

2,069

6,340

21,413

20,771

15,022

10,735

5,089

3,718

10,823

Total

65,823

48,408

87,571

Analysis of Revenue by Strategic Pillar:

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul

2018

£'000

Discount retailers

UK supermarkets

Online platforms

32,890

7,475

6,118

24,442

5,659

3,303

45,250

9,662

6,959

46,483

33,404

61,871

Other

19,340

15,004

25,700

Total

65,823

48,408

87,571

8. Seasonality of operations

Overall the Group's product range is not significantly seasonal, however, retail demand is higher in the Christmas trading period. As a result, it is anticipated that the operating profits for the second half of the year ending 31 July 2019 will be lower than those for the six months ended 31 January 2019.

9. Share-based payment charges

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Share-based payment expense

96

96

192

Total

96

96

192

The share-based payment expense relates to the non-cash charge arising on a share option management incentive plan adopted immediately prior to the IPO. The options have been valued using the Monte Carlo option pricing model and are granted with a three-year vesting period and can be exercised up to seven years following the vesting date.

The above items have been shown separately in the Income Statement to better reflect the performance of the underlying business.

10. Operating profit

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

The profit is stated after charging expenses as follows:

Share-based payment charges - note 9

Depreciation of owned property, plant and equipment

Amortisation

96

311

6

96

237

-

192

525

2

EBITDA represents profit from operations before depreciation and amortisation. Underlying EBITDA represents EBITDA, as defined above, adjusted for the share-based payment charges set out in note 9 above. The Directors use EBITDA and underlying EBITDA as key performance indicators of the Group's business.

The following table sets forth a reconciliation of EBITDA and Underlying EBITDA to profits from operations for the periods indicated.

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Profit from operations

Depreciation

Amortisation

6,196

311

6

4,122

237

-

5,753

525

2

EBITDA

Share-based payment charges - note 9

6,513

96

4,359

96

6,280

192

Underlying EBITDA

6,609

4,455

6,472

Underlying EBITDA margin

10.0%

9.2%

7.4%

11. Profit before taxation

The Directors also monitor the Group's performance with respect to profit before taxation and underlying profit before taxation. Underlying profit before taxation represents profit before taxation adjusted for the share-based payment charges set out in note 9 above.

The following table sets forth a reconciliation of profit before taxation and underlying profit before taxation for the periods indicated.

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Profit before taxation

Share-based payment charges - note 9

5,852

96

3,942

96

5,423

192

Underlying profit before taxation

5,948

4,038

5,615

12. Taxation

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Total tax expense

Tax on share-based payment charges

1,201

-

818

-

1,141

-

Tax expense on underlying profit before taxation

1,201

818

1,141

The interim period tax charge is accrued based on the estimated average annual effective income tax rate of 20.4% (six months ended 31 January 2018: 20.8%; year ended 31 July 2018: 21.0%).

The effective income tax rates on the underlying profit before taxation was 20.1% (six months ended 31 January 2018: 20.3%; year ended 31 July 2017: 20.3%).

The Chancellor announced in his Budget on 16 March 2016 that the main rate of corporation tax will be reduced to 17% from 1 April 2020 and the future current tax charges will reduce accordingly.

13. Earnings per share

Basic earnings per share is calculated by dividing the net income for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year, adjusted for the effects of potentially dilutive options. The dilutive effect is calculated on the full exercise of all potentially dilutive ordinary share options granted by the Group, including performance-based options which the Group considers to have been earned.

The calculations of earnings per share are based on the following:

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Profit for the period

4,651

3,124

4,282

Number

Number

Number

Weighted average number of shares - basic
Share options

82,169,600

-

82,169,600

-

82,169,600

-

Weighted average number of shares - diluted

82,169,600

82,169,600

82,169,600

Pence

pence

pence

Profit per share - basic

Profit per share - diluted

5.7

5.7

3.8

3.8

5.2

5.2

No dilution arises in the 6 months ended 31 January 2019 as the hurdle for the MIP Option Scheme (explained further in note 26 of the financial statements for the year ended 31 July 2018) was not achieved based upon the interim measurement of the criteria as at 31 January 2019.

The underlying earnings per share referred to below is based on the underlying profit for the period, which reflects the profit for the period after adding back the share-based payment charges set out in note 9 above and the tax effects as set out in note 12 above.

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Underlying profit before taxation - note 11

5,948

4,038

5,615

Taxation on underlying profit before taxation - note 12

(1,201)

(818)

(1,141)

Underlying profit for the period

4,747

3,220

4,474

Number

Number

Number

Weighted average number of shares - basic

82,169,600

82,169,600

82,169,600

pence

pence

pence

Underlying profit per share - basic

5.8

3.9

5.4

14. Dividends

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Final dividend paid

Interim declared and paid

1,508

-

2,872

-

2,872

682

1,508

2,872

3,554

Per share - adjusted

pence

pence

pence

Final dividend paid

Interim declared and paid

1.890

-

3.495

-

3.495

0.830

1.890

3.495

4.325

The final dividend declared in respect of the year ended 31 July 2018 was paid in the 6 months ended 31 January 2019.

An interim dividend of 1.16 p per share was approved by the Board on 26 April 2019 and will be paid on 26 July 2019 to shareholders on record as at 5 July 2019.

15. Property, plant and equipment

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Opening net book value
Additions

Disposals
Depreciation

2,018

202

-

(311)

1,715

412

-

(237)

1,715

829

(1)

(525)

Closing net book value

1,909

1,890

2,018

16. Trade and other receivables

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade receivables

Other receivables and prepayments

18,339

1,358

10,348

1,180

13,510

1,281

19,697

11,528

14,791

The Directors believe that the carrying value of trade and other receivables represent their fair value. Trade and other receivables are denominated in Sterling, US Dollars, Euros and Canadian Dollars. In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the receivable from the date credit was granted up to the reporting date.

17. Trade and other payables

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade payables

Accruals

Other taxes and social security

9,134

4,952

874

5,640

4,468

1,048

8,610

3,723

198

14,960

11,156

12,531

Trade payables principally consist of amounts outstanding for trade payables and ongoing costs. They are non-interest bearing and are normally settled on 30 to 60 days terms.

The Directors consider that the carrying value of trade and other payables approximates their fair value. Trade and other payables are denominated in both Sterling and US Dollars. UP Global Sourcing Holdings plc has financial risk management policies in place to ensure that all payables are paid within the credit timeframe and no interest has been charged by any suppliers as a result of late payment of invoices during the period.

18. Borrowings

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Current

Bank overdraft and invoice discounting

Import loans

4,365

7,924

1,321

2,841

4,503

6,530

Less: Unamortised debt issue cost

12,289

(20)

4,162

(30)

11,033

(41)

12,269

4,132

10,992

Non-current

Revolving credit facility

1,864

2,698

1,893

1,864

2,698

1,893

Less: Unamortised debt issue cost

(17)

(41)

(29)

1,847

2,657

1,864

Total borrowings

14,116

6,789

12,856

The earliest that lenders of the above borrowings require repayment is as follows:

In less than one year

Between one and two years

Between two and five years

Less: Unamortised debt issue cost

12,289

1,864

-

(37)

4,162

-

2,698

(71)

11,033

1,893

-

(70)

14,116

6,789

12,856

The Group is funded by external bank facilities provided by HSBC. The facilities provide the ongoing funding of the Group and comprise a revolving credit facility of £6.2 m, an import loan facility of £8.7 m and an invoice discounting facility of £17 m. The revolving credit facility runs to July 2020, the invoice discounting facility to June 2020 and the import loan facility, which is repayable on demand, is subject to annual renewal.

19. Financial instruments

a) Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade and other receivables

18,339

10,348

13,510

Derivative financial instruments - assets

361

29

985

Trade and other payables

14,086

10,108

12,333

Derivative financial instruments - liabilities

6

589

-

Borrowings

14,116

6,789

12,856

Cash and cash equivalents

157

122

95

b) Financial assets

The Group held the following financial assets at amortised cost:

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Cash and cash equivalents

Trade receivables

157

18,339

122

10,348

95

13,510

18,496

10,470

13,605

c) Financial liabilities

The Group held the following financial liabilities, classified as other financial liabilities at amortised cost:

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade payables

Loans

Other payables

9,134

14,116

4,952

5,640

6,789

4,468

8,610

12,856

3,723

28,202

16,897

25,189

d) Derivative financial instruments

The Group held the following derivative financial instruments, classified as fair value through profit and loss on initial recognition:

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Forward currency contracts

Interest rate caps

Interest rate swaps

318

39

(2)

(589)

17

12

935

42

8

355

(560)

985

The following is a reconciliation of the financial instruments to the statement of financial position:

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade receivables

Prepayments and other receivables not classified as financial instruments

18,339

1,358

10,348

1,180

13,510

1,281

Trade and other receivables (note 16)

19,697

11,528

14,791

Unaudited
as at
31 Jan 2019

£'000

Unaudited

as at

31 Jan 2018

£'000

Audited

as at

31 Jul 2018

£'000

Trade and other payables held at amortised cost

Social security and other taxes

14,086

874

10,108

1,048

12,333

198

Trade and other payables (note 17)

14,960

11,156

12,531

Derivative financial instruments - Forward contracts

The Group mitigates the exchange rate risk for certain foreign currency trade debtors and creditors by entering into forward currency contracts. At 31 January 2019, the outstanding contracts all mature within 12 months of the period end (31 January 2018: 12 months; 31 July 2018: 12 months). At 31 January 2019, the Group was committed to buy US$33,000,000, to sell €15,250,000 and to sell CA$175,000, paying and receiving respectively a fixed sterling amount (31 January 2018: to buy US$15,750,000, to sell €8,950,000 and to sell CA$90,000; 31 July 2018: to buy US$28,750,000, to sell €12,400,000 and to sell CA$100,000). The forward currency contracts are measured at fair value using the relevant exchange rates for GBP:USD, GBP:EUR and GBP:CAD. The fair value of the contracts at 31 January 2019 is an asset of £318,000 (31 January 2018: £589,000 liability; 31 July 2018: £935,000 asset).

Forward currency contracts are valued using level 2 inputs. The valuations are calculated using the period end exchange rates for the relevant currencies which are observable quoted values at the period end dates. Valuations are determined using the hypothetical derivative method which values the contracts based on the changes in the future cash flows based on the change in value of the underlying derivative.

All of the forward contracts to buy US Dollars and some of those to sell Euros meet the conditions for hedge accounting, as set out in the accounting policies of the financial statements for the year ended 31 July 2018.

The Group has entered into interest rate swaps and interest rate caps to protect the exposure to interest rate movements on the various elements of the Group's banking facility. As at 31 January 2019, protection was in place over an aggregate principal of £17,659,000 (31 January 2018: £11,702,000, 31 July 2018: £11,600,000).

All interest rate swaps meet the conditions for hedge accounting, as set out in the accounting policies of the financial statements for the year ended 31 July 2018.

Interest rate swaps and caps are valued using level 2 inputs. The valuations are based on the notional value of the swaps and caps, the current available market borrowing rate and the swapped or capped interest rate respectively. The valuations are based on the current valuation of the present saving or cost of the future cash flow differences, based on the difference between the swapped and capped interest rates contracts and the expected interest rate as per the lending agreement.

20. Events occurring after the reporting period

Interim dividend

As disclosed in note 14, an interim dividend of 1.16 p per share will be paid on 26 July 2019.

Save As You Earn Scheme

On 13 February 2019, the Company launched a Save As You Earn Scheme (the "SAYE Scheme"), offering all eligible employees the opportunity to participate in the future growth of the Company through the granting of share options. Eligible employees were invited to subscribe for options over ordinary shares of 0.25 pence each with an exercise price of 39.5 pence per Ordinary Share, representing a 20% discount to the average closing mid-market price between 15 January 2019 and 17 January 2019, being the three business days prior to opening of the SAYE scheme for application. The options have a savings contract start date of 1 March 2019 and are exercisable between 1 March 2022 and 30 September 2022 for the three-year contracts and between 1 March 2024 and 30 September 2024 for the five year contracts.

Out of 138 eligible employees, 95 elected to participate in the SAYE Scheme and, pursuant to this, a grant of 1,268,914 options over ordinary shares was made on 13 February 2019, equating to 1.54% of the current issued share capital of 82,169,600 ordinary shares. It is currently intended that any future exercise of these options will be satisfied through the ordinary shares currently held in trust by the UP Global Sourcing Employee Benefit Trust ("EBT") (see below), with no dilution to existing shareholders.

Purchase of own shares

On 15 February 2019 the "EBT" acquired a further 155,807 shares in the Company for a total cost of £101,995, including the associated acquisition costs. Following this transaction, the EBT holds 2,526,807 shares, representing 3.1% of the Company's issued share capital with voting rights.

Awards under the Company's Performance Share Plan

On 11 March 2019, options over 1,120,000 ordinary shares in the Company were granted, at nominal value, to certain employees, under the rules of the Company's Performance Share Plan (the "PSP"), to retain and incentivise certain members of senior management.

Following a three-year performance period, commencing on 1 August 2019 and ending on 31 July 2022, the options may then vest over a two-year period commencing on the assessment by the Remuneration Committee of the performance conditions, and lapse on the tenth anniversary of the date of grant. The options are subject to rigorous financial performance conditions and continued employment within the Group. It is currently intended that any future exercise of these options will be satisfied through the ordinary shares currently held in trust by the "EBT" (see above), with no dilution to existing shareholders

21. Related party transactions

Unaudited
6 months ended
31 Jan 2019

£'000

Unaudited

6 months ended

31 Jan 2018

£'000

Audited

Year ended

31 Jul 2018

£'000

Transactions with related companies and businesses:

Rent paid to Heron Mill Limited

Rent paid to Berbar Properties Limited

143

90

120

90

285

180

22. Future significant accounting changes: IFRS 16, Leases

The new standard recognises a leased asset and a lease liability for almost all leases and requires them to be accounted for in a consistent manner. This introduces a single lessee accounting model and eliminates the previous distinction between an operating lease and a finance lease.

IFRS 16 will be first adopted in the Group's report and accounts for the year ending 31 July 2020, with adoption being on a full retrospective basis, including the restatement of the balance sheet at 31 July 2018 and restatement of the income statement for the year ending 31 July 2019.

Current significant operating leases include the Group's four principal properties (Manor Mill, Heron Mill, Guangzhou and Cologne) along with certain other plant and equipment.

The Group is finalising its assessment of IFRS 16 with some further work still required to determine the final impact however current indications of the impact on the income statement for the six months ended 31 January 2019 are as follows:

(2) Depreciation will increase with the additional charge on the right of use assets.

(3) Finance charges will increase due to the interest on the finance leases.

The more significant impact from the introduction of IFRS 16 will be on the balance sheet, where, including some estimation, current indications of the cumulative impact from the restatement on the prior periods' income statements and from the recognition of assets and liabilities as at 31 January 2019, are as follows:

IFRS 16 impacts

Pre IFRS16

£'m

Right of use asset brought on balance sheet

£'m

Lease liability brought on balance sheet

£'m

Other

£'m

Post IFRS16

£'m

Property, plant and equipment

1.9

3.4

-

-

5.3

Lease liabilities

-

-

(3.7)

-

(3.7)

Other receivables and

payables

8.6

-

-

0.1

8.7

Net assets

10.5

3.4

(3.7)

0.1

10.3

There will be no impact on net cash flow.

Statement of Directors' Responsibilities

The Directors' confirm that these consolidated condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

• an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

• material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

The Directors of UP Global Sourcing Holdings plc are listed on pages 32 to 35 of the Group's Annual Report for the year ended 31 July 2018, which is available on the Group's website, www.upgs.com.

For and on behalf of the board of directors

Andrew Gossage

Managing Director

26 April 2019

Graham Screawn

Chief Financial Officer

26 April 2019

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